Internal Controls and Procedures Assessment Report (CDW Corp)
Management's Conclusions on Control Effectiveness
Management has concluded that both the company’s disclosure controls and procedures, as well as its internal control over financial reporting (ICFR), were effective as of December 31, 2023.
Disclosure Controls and Procedures
- Conclusion: Management determined that the disclosure controls and procedures were effective in ensuring timely recording, processing, summarizing, and reporting of information required for filings under the Exchange Act.
- Evidence: The evaluation confirmed that information was accumulated and communicated to management (including the CEO and CFO) appropriately to allow for timely discussions regarding required disclosures.
Internal Control Over Financial Reporting (ICFR)
- Conclusion: Management assessed ICFR based on the COSO 2013 framework and concluded that, as of December 31, 2023, the company's internal control over financial reporting is effective.
- External Validation: Ernst & Young LLP independently audited the ICFR and issued an unqualified opinion, stating that CDW Corporation maintained "in all material respects, effective internal control over financial reporting as of December 31, 2023."
Identified Deficiencies and Changes
Material Weaknesses or Significant Deficiencies
- Assessment: No material weaknesses or significant deficiencies in the company's controls were identified by management. The external auditor also confirmed that they found no such issues during their audit procedures.
Changes to Internal Controls
- Status: There were no changes in internal control over financial reporting during the quarter ended December 31, 2023, that materially affected or are reasonably likely to materially affect the company's ICFR.
Noteworthy Observations and Limitations
Strengths of Control Environment
- The controls framework is formally based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) "Internal Control - Integrated Framework (2013 framework)."
- Management’s assessment was conducted with the participation of both the Chief Executive Officer and Chief Financial Officer.
Inherent Limitations (Weakness/Caveat)
- The company explicitly acknowledges the inherent limitations of ICFR, noting that due to these limitations, internal control "may not prevent or detect misstatements" and can only provide "reasonable assurance" regarding financial statement preparation. This limitation also applies to future projections of effectiveness.
New Controls or Remediation Efforts
- New Procedures: No noteworthy new controls or procedures were introduced during the reporting period.
- Remediation: Since no material weaknesses or significant deficiencies were identified, no specific remediation efforts are reported in this section.